[nc-org] Re: [ncdnhc-discuss] Board conflict of interest on .org

["Alejandro Pisanty - DGSCA y FQ, UNAM" <apisan@servidor.unam.mx>]

Jonathan,

in a case like the one at hand, what in your mind is the due process once
Milton finds what he feels is a juicy piece of gossip? Can it be fair and
can it be respectful of people as well as of rules?

Yours,

Alejandro Pisanty


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     Dr. Alejandro Pisanty
Director General de Servicios de Computo Academico
UNAM, Universidad Nacional Autonoma de Mexico
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Tel. (+52-55) 5622-8541, 5622-8542 Fax 5550-8405
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On Thu, 16 May 2002, Jonathan Weinberg wrote:

> 	Dave Crocker has asked that somebody parse the specific terms of the ICANN
> COI rules; here goes.  A director has a "financial interest" if he, or his
> spouse, has a "compensation arrangement with any entity whose business or
> operation has been or will be directly affected by a decision or action of
> the Corporation" (that is, ICANN).  Secs. 2.2 & 2.3.  If that financial
> interest is "material," the Director is classed as an "Interested
> Director."  Sec. 2.6.  Often, reasonable people can differ whether a
> financial interest is material, so two provisions of the COI rules refer to
> mechanisms for resolving that dispute.  First, with regard to any matter
> pending before ICANN, each director must disclose to the Conflicts
> Committee "any matter that could *reasonably be considered* to make him an
> "Interested Director."  Sec. 5.2 (emphasis added).  In this case, thus, Rob
> had an obligation to make disclosure to the committee (himself and Karl) so
> long as a reasonable person could consider the interest deriving from his
> spouse's Neulevel employment to be "material."
>
> 	Second, with respect to any proposed transaction, contract, or arrangement
> before ICANN, each director must disclose "any actual or possible conflicts
> of interest."  Secs. 7.2 & 8.1.  Section 7.1 indicates that this
> requirement applies only when the interest is material, but the reference
> to "possible" conflicts suggests to me that the director must disclose
> whenever, as in section 5.2, the interest could reasonably be considered to
> be material.  Once the director makes the disclosure, then "the
> disinterested members of the Conflicts Committee shall determine whether a
> conflict of interest exists."  Sec. 7.3.
>
>
> Jonathan Weinberg
> weinberg@msen.com
>
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